1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1995 Commission file number 1-4119
NUCOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-1860817
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2100 Rexford Road, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (704) 366-7000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common stock, par value $.40 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indication by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such filing
requirements for the past 90 days: Yes X No
Indication by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: X
Aggregate market value of common stock held by non-affiliates was $4,567,433,099
at February 29, 1996.
87,640,573 shares of common stock were outstanding at February 29, 1996.
Documents incorporated by reference include: Portions of 1995 annual report
(Parts I, II, III and IV), and proxy statement for 1996 annual stockholders'
meeting (Part III).
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PART I
Item 1. Business
Nucor Corporation was incorporated in Delaware in 1958.
The business of Nucor Corporation and its subsidiaries is, and for a number
of years has been, the manufacture and sale of steel products, which accounted
for all of sales and earnings in 1995, 1994 and 1993.
Principal steel products are hot rolled steel (angles, rounds, flats,
channels, sheet, wide-flange beams, pilings, billets, blooms and beam blanks),
cold rolled steel, cold finished steel, steel joists and joist girders, steel
deck, steel fasteners and steel grinding balls. Hot rolled steel is manufactured
principally from scrap, utilizing electric furnaces, continuous casting and
automated rolling mills. Cold rolled steel, cold finished steel, steel joists
and joist girders, steel fasteners and steel grinding balls are manufactured by
further processing of hot rolled steel. Steel deck is manufactured from cold
rolled steel.
Hot rolled steel, cold rolled steel, cold finished steel, steel fasteners,
and steel grinding balls are manufactured in standard sizes and inventories are
maintained. In 1995, approximately 85% of hot and cold rolled steel production
was sold to non-affiliated customers; the remainder was used in the manufacture
of other steel products as described above. Hot rolled steel, cold rolled steel
and cold finished steel are sold nationally, primarily to steel service centers,
fabricators and manufacturers. Steel fasteners are sold to distributors and
manufacturers, and steel grinding balls are sold primarily to the mining
industry.
Steel joists and joist girders, and steel deck are sold to general
contractors and fabricators throughout the United States. Substantially all work
is to order and no unsold inventories of finished products are maintained. All
sales contracts are firm-fixed-price contracts and are normally competitively
bid against other suppliers.
The primary raw material is ferrous scrap, which is acquired from numerous
sources throughout the country. The operating facilities are large consumers of
electricity and gas. Supplies of raw materials and energy have been, and are
expected to be, adequate to operate the facilities.
Steel products are marketed principally through in-house sales forces. The
principal competitive factors are price and service. Considerable competition
exists from numerous domestic manufacturers and foreign imports. Nucor believes
that the most significant factor with respect to its competitive position is its
low cost and efficiency of its production processes. The markets which Nucor
serves are tied to capital and durable goods spending and are affected by
changes in economic conditions.
Nucor's backlog of orders was about $610,000,000 at December 31, 1995, and
about $715,000,000 at December 31, 1994 (all of which are normally filled within
one year).
Nucor is highly decentralized and has less than 25 employees in its executive
offices. All of Nucor's 6,200 employees are engaged in its steel products
business.
Additional information on Nucor's business is incorporated by reference to
Nucor's 1995 annual report, pages 5, 8, 9, 10, 11 and 12.
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Item 2. Properties
Principal operating facilities are as follows:
Approximate
square footage Principal
Location of facilities products
Blytheville-Hickman, Arkansas 2,690,000 Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska 2,050,000 Steel shapes, joists, deck
Brigham City-Plymouth, Utah 1,690,000 Steel shapes, joists
Darlington-Florence, South Carolina 1,590,000 Steel shapes, joists, deck
Grapeland-Jewett, Texas 1,400,000 Steel shapes, joists, deck
Crawfordsville, Indiana 1,300,000 Flat-rolled steel
Additional operating facilities are located in Fort Payne, Alabama, Conway,
Arkansas, Saint Joe and Waterloo, Indiana, and Wilson, North Carolina, all
engaged in the manufacture of steel products. During 1995, the average
utilization rate of all operating facilities was approximately 90% of production
capacity.
Item 3. Legal Proceedings
Involvement in various judicial and administrative proceedings, as both
plaintiff and defendant, is considered immaterial, and includes matters relating
to contracts, torts, environment, taxes, and insurance.
Item 4. Submission of Matters to a Vote of Security Holders
None during quarter ended December 31, 1995.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Incorporated by reference to Nucor Corporation's 1995 annual report, pages 19
and 13, 13, and 12, respectively.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to Nucor Corporation's 1995 annual report, pages 14
to 18. The Report and Consent of Independent Accountants is on Page 6.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
None.
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PART III
Item 10. Directors and Executive Officers
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated by reference to Nucor Corporation's proxy statement for 1996
annual stockholders' meeting, and page 19 of Nucor Corporation's 1995 Annual
Report.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements and Supplementary Data:
Page
Independent auditors report and consent.................................. 6
Consolidated balance sheets........................ (Incorporated by )
Consolidated statements of earnings................ (reference to )
Consolidated statements of stockholders' equity.... (Nucor Corporation's)
Consolidated statements of cash flows.............. (1995 annual report,)
Notes to consolidated financial statements......... (pages 14 to 18 )
Financial Statement Schedules:
All schedules are omitted because they are not required, not applicable,
or the information is furnished in the consolidated financial statements or
notes.
Exhibits:
3 - Restated Certificate of incorporation and by-laws
(incorporated by reference to Form 10-K for year ended
December 31, 1990)
3(i) - Certificate of amendment dated May 14, 1992, to Restated
Certificate of Incorporation (incorporated by reference to
Form 10-K for year ended December 31, 1992)
11 - Computation of net earnings per share
13 - 1995 annual report (portions incorporated by reference)
21 - Subsidiaries
22 - Proxy statement for 1996 annual stockholders' meeting
24 - Powers of attorney (also incorporated by reference to Form 10-K
for year ended December 31, 1990)
27 - Financial data schedule
Reports on Form 8-K:
None filed during the quarter ended December 31, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed (1) by the Registrant, and (2) on behalf of the
Registrant, by its principal executive, financial and accounting officers, and
its directors.
NUCOR CORPORATION
By F. KENNETH IVERSON * H. DAVID AYCOCK
F. Kenneth Iverson H. David Aycock
Chairman Director
F. KENNETH IVERSON * JAMES W. CUNNINGHAM
F. Kenneth Iverson James W. Cunningham
Chairman and Director Director
JOHN D. CORRENTI * JAMES D. HLAVACEK
John D. Correnti James D. Hlavacek
Vice Chairman, President, Director
Chief Executive Officer and Director
SAMUEL SIEGEL *By SAMUEL SIEGEL
Samuel Siegel Samuel Siegel
Vice Chairman, Attorney-in-fact
Chief Financial Officer,
Treasurer, Secretary and Director
TERRY S. LISENBY
Terry S. Lisenby
Vice President and
Corporate Controller
Dated: March 28, 1996
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COOPERS & LYBRAND, L.L.P.
Nationsbank Corporate Center
100 North Tryon Street
Suite 3400
Charlotte, North Carolina
28202
Report and Consent of Independent Accountants
Stockholders and Board of Directors
Nucor Corporation
Charlotte, North Carolina
We have audited the consolidated financial statements of Nucor Corporation and
subsidiaries as of December 31, 1995 and 1994, and for each of the three years
in the period ended December 31, 1995, which financial statements are included
on pages 14 through 18 of the 1995 Annual Report to Shareholders of Nucor
Corporation and incorporated by reference herein. These financial statements are
the responsibility of Nucor's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Nucor Corporation
and subsidiaries as of December 31, 1995 and 1994, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.
We consent to the incorporation by reference in the Registration Statements of
Nucor Corporation on Form S-8, Numbers 2-84117 (including 2-50058), 2-51735,
33-27120 (including 2-55941 and 2-69914), and 33-56649, and Form S-3, Number
33-47313, of this report on our audits of the consolidated financial statements
of Nucor Corporation as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994, and 1993.
COOPERS & LYBRAND, L.L.P.
Charlotte, North Carolina
February 20, 1996
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